Series No. DBOS 065 Tranche No. 1 DANSKE BANK A/S EUR 5,000,000,000. Structured Note Programme. Issue of. EUR [TBD] DB Europa High Yield 2020 in EUR

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1 PRELMINARY FINAL TERMS DATED 20 March 2015 Series No. DBOS 065 Tranche No. 1 DANSKE BANK A/S EUR 5,000,000,000 Structured Note Programme Issue of EUR [TBD] DB Europa High Yield 2020 in EUR Any person making or intending to make an offer of the Notes may only do so: (i) in those Non-exempt Offer Jurisdictions mentioned in Paragraph 7 (Terms and Conditions of the Offer) of Part B below, provided such person is of a kind specified in that paragraph and that the offer is made during the Offer Period specified in that paragraph; or (ii) otherwise, in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. The expression Prospectus Directive means Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area). PART A - CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 19 September 2014, the Supplement No. 1 dated 6 November 2014, the Supplement No. 2 dated 5 December 2014, Supplement No. 3 dated 19 December 2014 and Supplement No. 4 dated 9 February 2015 which together constitute a base prospectus (the Base Prospectus ) for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this Final Terms and the Base Prospectus. A Summary of the Notes (which comprises the Summary in the Base Prospectus, as amended to reflect the provisions of this Final Terms), is annexed to this Final Terms. The Base Prospectus and this Final Terms is available for viewing at and copies may be obtained from the Central Bank of Ireland s website at 1. Issuer: Danske Bank A/S 2. (i) Series Number: DBOS 065 1

2 (ii) Tranche Number: 1 (iii) Date on which the Notes will be consolidated and form a single Series: 3. Specified Currency or Currencies: EUR 4. Aggregate Principal Amount: EUR [TBD] 5. Issue Price: 100 per cent. of the Aggregate Principal Amount 6. (i) Specified Denominations: EUR 1,000 (i) Calculation Amount: EUR 1, (i) Issue Date: 1 April 2015 (i) Interest Commencement Date: Issue Date (ii) Trade Date: 30 March Maturity Date: 15 July 2020, the Scheduled Maturity Date or such later date for redemption determined as provided in Reference Item Condition 2 (Credit-Linked Notes) Scheduled Termination Notice Date: 20 June Interest Basis: [INDICATIVELY 3.70%] (to be confirmed by the Issuer no later than on the Issue Date, not lower than 3.25) per cent per annum. Fixed Rate (further particulars specified at items 24 below) 10. Redemption/Payment Basis: Redemption at par and Credit-Linked Redemption Notes (further particulars specified at items 34 below) 11. Put/Call Options: 12. Tax Gross-Up: General Condition 8.1 (Gross-up) applicable 13. Date of Board approval for issuance of Notes obtained: PROVISIONS RELATING TO REFERENCE ITEMS AND FX PRINCIPAL/OPTION CONVERSION 14. Rate-Linked Provisions 2

3 15. Inflation Linked Provisions 16. Index-Linked Provisions 17. Equity-Linked Provisions 18. Fund-Linked Provisions 19. Currency-Linked Provisions 20. Commodity-Linked Provisions 21. Additional Disruption Events: Applicable (i) Change in Law: Applicable (ii) Hedging Disruption: Applicable (iii) Increased Cost of Hedging: Applicable (iv) Increased Cost of Stock Borrow: (v) Insolvency Filing: (vi) Loss of Stock Borrow: 22. Credit-Linked Provisions Applicable the Notes are Credit-Linked Notes (i) Settlement Method: Zero/Set Recovery Notes (ii) Type of Credit-Linked Notes: The Notes are Portfolio Credit Linked Notes (iii) Credit Event Redemption Amount: As set out in Redemption Payout Condition 2.2 (iv) Credit Event Redemption Date: Reference Item Linked Condition 2.10 applies (v) Maturity Credit Event Redemption: Applicable (vi) Reference Entities: The entities specified as a Reference Entity in the table below Reference Entity TABLE Reference Entity Notional Amount Reference Obligation Set/Zero Recovery Price Abengoa SA EUR Standard Reference Obligation 0 % Alcatel-Lucent EUR Standard Reference Obligation 0 % Altice Finco SA EUR Standard Reference Obligation 0 % ArcelorMittal EUR Standard Reference Obligation 0 % 3

4 Ardagh Packaging Finance PLC EUR Standard Reference Obligation 0 % Astaldi SpA EUR Standard Reference Obligation 0 % Beni Stabili SpA SIIQ EUR Standard Reference Obligation 0 % Boparan Finance PLC EUR Standard Reference Obligation 0 % British Airways PLC EUR Standard Reference Obligation 0 % Cable & Wireless Ltd EUR Standard Reference Obligation 0 % Care UK Health & Social Care PLC EUR Standard Reference Obligation 0 % Cerved Group SpA EUR Standard Reference Obligation 0 % Clariant EUR Standard Reference Obligation 0 % CNH Industrial NV EUR Standard Reference Obligation 0 % ConvaTec Healthcare E SA EUR Standard Reference Obligation 0 % Dry Mix Solutions Investissements SAS EUR Standard Reference Obligation 0 % EDP - Energias de Portugal SA EUR Standard Reference Obligation 0 % Eileme 2 AB EUR Standard Reference Obligation 0 % Fiat Chrysler Automobiles N.V. EUR Standard Reference Obligation 0 % Financiere Quick SAS EUR Standard Reference Obligation 0 % Finmeccanica SpA EUR Standard Reference Obligation 0 % Galapagos Holding SA EUR Standard Reference Obligation 0 % Galp Energia SGPS SA EUR Standard Reference Obligation 0 % Grupo Isolux Corsan Finance BV EUR Standard Reference Obligation 0 % Hellenic Telecommunications Organization SA EUR Standard Reference Obligation 0 % Hema Bondco I BV EUR Standard Reference Obligation 0 % HOCHTIEF AG EUR Standard Reference Obligation 0 % INEOS Group Holdings SA EUR Standard Reference Obligation 0 % Jaguar Land Rover Automotive PLC EUR Standard Reference Obligation 0 % Ladbrokes PLC EUR Standard Reference Obligation 0 % Lock Lower Holding AS EUR Standard Reference Obligation 0 % Louis Dreyfus Commodities BV EUR Standard Reference Obligation 0 % Loxam SAS EUR Standard Reference Obligation 0 % Lufthansa EUR Standard Reference Obligation 0 % Matalan Finance PLC EUR Standard Reference Obligation 0 % Melia Hotels International SA EUR Standard Reference Obligation 0 % Metsa Board OYJ EUR Standard Reference Obligation 0 % Monitchem HoldCo 3 SA EUR Standard Reference Obligation 0 % New Look Bondco I Plc EUR Standard Reference Obligation 0 % Nokia OYJ EUR Standard Reference Obligation 0 % Norske Skogindustrier ASA EUR Standard Reference Obligation 0 % Novafives SAS EUR Standard Reference Obligation 0 % Numericable-SFR SAS EUR Standard Reference Obligation 0 % NXP BV / NXP Funding LLC EUR Standard Reference Obligation 0 % Peugeot SA EUR Standard Reference Obligation 0 % Play Finance 1 SA EUR Standard Reference Obligation 0 % Portugal Telecom International Finance BV EUR Standard Reference Obligation 0 % Premier Foods Finance PLC EUR Standard Reference Obligation 0 % R&R Ice Cream PLC EUR Standard Reference Obligation 0 % Rallye SA EUR Standard Reference Obligation 0 % Rexel SA EUR Standard Reference Obligation 0 % Sainsbury EUR Standard Reference Obligation 0 % Schaeffler Finance BV EUR Standard Reference Obligation 0 % Selecta Group BV EUR Standard Reference Obligation 0 % Smurfit Kappa Acquisitions EUR Standard Reference Obligation 0 % Stena AB EUR Standard Reference Obligation 0 % Stonegate Pub Co Financing PLC EUR Standard Reference Obligation 0 % Stora Enso OYJ EUR Standard Reference Obligation 0 % Iceland Bondco PLC EUR Standard Reference Obligation 0 % Sunrise Communications Holdings SA EUR Standard Reference Obligation 0 % Techem GmbH EUR Standard Reference Obligation 0 % Telecom Italia SpA EUR Standard Reference Obligation 0 % Tesco EUR Standard Reference Obligation 0 % ThyssenKrupp AG EUR Standard Reference Obligation 0 % Trionista Holdco GmbH EUR Standard Reference Obligation 0 % TUI AG EUR Standard Reference Obligation 0 % TVN Finance Corp III AB EUR Standard Reference Obligation 0 % Pizzaexpress Financing 1 PLC EUR Standard Reference Obligation 0 % Unilabs Subholding AB EUR Standard Reference Obligation 0 % Unitymedia KabelBW GmbH EUR Standard Reference Obligation 0 % 4

5 UPC Holding BV EUR Standard Reference Obligation 0 % Virgin Media Finance PLC EUR Standard Reference Obligation 0 % Vougeot Bidco PLC EUR Standard Reference Obligation 0 % Wind Acquisition Finance SA EUR Standard Reference Obligation 0 % Ziggo Bond Finance EUR Standard Reference Obligation 0 % The following elections apply to each Reference Entity. All Guarantees Credit Events: Provisions relating to Restructuring Credit Event: Applicable Bankruptcy Failure to Pay Grace Period Extension Restructuring Reference Item Condition 2.11 Mod Mod R Applicable Multiple Holder Obligation: Provisions relating to Reference Item Condition 2.12 Restructuring Maturity Limitation and Fully Transferable Obligation Modified Restructuring Maturity Limitation and Conditionally Transferable Obligation Obligation Category: Obligation Characteristics: (select all of which apply) Additional Obligation(s) Excluded Obligation(s): Valuation Obligation Category: (select one only) Valuation Obligation Characteristics: (select all which apply) Additional Valuation Obligation(s): Excluded Valuation Obligation(s): Applicable Applicable Applicable Borrowed Money None Bond or Loan Not Subordinated Standard Specified Currencies Not Contingent Assignable Loan Consent Required Loan Transferable Maximum Maturity: 30 years Not Bearer (vii) Default Requirement: Reference Item Condition 2.10 applies (viii) Payment Requirement: Reference Item Condition 2.10 applies (ix) Credit Event Determination Date: Notice of Publicly Available Information: Applicable If Applicable: Public Source(s): Any Public Source Specified Number: One (x) Credit Event Backstop Date Adjustment: Applicable the Credit Exposure Start Date is 1 April (xi) Merger Event: Reference Item Condition 2.9 (xii) Unwind Costs: Standard Unwind Costs (xiii) Provisions relating to Monoline Insurer as Reference Entity: Reference Item Condition

6 (xiv) Provisions relating to LPN Reference Entities: Reference Item Condition 2.15 (xv) Additional Interest Amount: (xvi) Fixed Recovery Percentage: 0 per cent. (xvii) Valuation Date: (xviii) Valuation Time: (xix) Indicative Quotations: (xx) Quotation Method: (xxi) Quotation Amount: (xxii) Minimum Quotation Amount: (xxiii) Quotation Dealers: (xxiv) Quotations: (xxv) Valuation Method: (xxvi) Calculation Agent City: (xxvii) Business Day Convention: (xxviii) Successor Backstop Date: (xxix) Limitation Dates subject to adjustment in accordance with Business Day Convention: London Following Yes No (xxx) Valuation Obligation Observation Settlement Period: (xxxi) Accrued Interest: (xxxii) Settlement Currency: (xxxiii) Financial Reference Entity Terms: (xxxiv) Sovereign No Asset Package Delivery: (xxxv) Reference Obligation Only Termination Amount: 6

7 (xxxvi) Subordinated European Insurance Terms: PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 23. FX Interest Conversion: 24. Fixed Rate Note Provisions Applicable in respect of the Interest Periods falling during the period from (and including) Issue Date to (but excluding) 20 June (i) Rate of Interest: [INDICATIVELY 3.70%] (to be confirmed by the Issuer no later than on the Issue Date, not lower than 3.25 %) per cent per annum. Fixed Rate per annum payable quarterly in arrear (ii) Interest Period Date(s): 20 June in each year. The first Interest Period Date will be 20 June 2015 and the last Interest Period Date will be 20 June No Adjustment. (iii) Interest Payment Date(s): 15 July in each year, from and including 15 July 2015 to and including 15 July (iv) Accrual: Applicable (A) Day Count Fraction: 30/ Variable Rate Note Provisions 26. Provisions for specific types of Variable Rate Notes. 27. Reference Item-Linked Interest Provisions 28. Zero Coupon Note Provisions 29. Credit-Linked Interest Provisions Applicable (i) Accrual of Interest upon Credit Event: (ii) Portfolio Linked Interest Adjustment: Applicable (iii) Credit Event Observation Dates: Each Interest Period Date PROVISIONS RELATING TO REDEMPTION 30. Call Option 31. Put Option 7

8 32. Early Redemption (i) Early redemption for tax reasons: Applicable (ii) (iii) (iv) Notice Period relating to early redemption for tax reasons: Early Redemption Amount payable (a) on redemption for taxation reasons or (b) on an illegality or (c) on an Event of Default or (d) in the case of Reference Item-Linked Notes, following an early redemption pursuant to the provisions of the relevant Reference Item Schedule: Early Redemption Amount includes amount in respect of interest: Minimum Period: 15 days Maximum Period: Not applicable As set out in the General Conditions Yes: no additional amount in respect of interest to be paid 33. Autocall Early Redemption: 34. Final Redemption Amount Subject as provided in Redemption Payout Condition 2 (Redemption in respect of Credit- Linked Notes), EUR 1,000 per Calculation Amount. 35. FX Principal Conversion: 36. Reference Item-Linked Redemption Provisions 37. Redemption Valuation Provisions (i) Initial valuation to determine Reference Item Initial i (ii) Final Valuation to determine Reference Item Final i (iii) Periodic Valuation: (iv) Continuous Valuation: (v) Daily Valuation: (vi) FX valuation: GENERAL PROVISIONS APPLICABLE TO THE NOTES 8

9 38. Form of Notes: VP Systems Notes issued in uncertificated and dematerialised book entry form. See further item 6 of Part B below 39. New Global Note form: 40. Applicable Business Centre(s): TARGET, Copenhagen and London 41. Business Day Convention: Following Business Day Convention 42. Applicable Financial Centre(s) or other special provisions relating to Payment Business Days: 43. Notices for VP Systems Notes to be published on: 44. Talons for future Coupons to be attached to Definitive Notes: TARGET, Copenhagen and London As specified in General Condition 15.2 (Notices VP Systems Notes) No 45. Name and address of the Calculation Agent: Danske Bank A/S, Holmens Kanal 2-12, 1092 Copenhagen K, Denmark Signed on behalf of the Issuer: By: Duly authorised By: Duly authorised CC: Citibank, N.A., London Branch as Fiscal Agent 9

10 PART B - OTHER INFORMATION 1. Listing and Admission to Trading (i) Listing: The NASDAQ OMX Copenhagen A/S (ii) Admission to trading: Application will be made for the Notes to be admitted to trading on the regulated market on the NASDAQ OMX Copenhagen A/S. (iii) Estimate of total expenses related to admission to trading: (iv) Market Making: 2. Interests of Natural and Legal Persons involved in the Issue Save as discussed in the Subscription and Sale section of the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 3. Reasons for the Offer, Estimated Net Proceeds and Total Expenses (i) Reasons for the offer: As set out in the Use of Proceeds in the Base Prospectus 4. Yield (Fixed Rate Notes only) Indication of yield: 5. Information relating to Reference Entity, explanation of effect on value of investment and associated risks and other information concerning the Reference Entity: (Credit-Linked Notes only) The return on the Notes is linked solely to the number of underlying Reference Entities that have been affected by a credit event. The creditworthiness of the Reference Entities may strengthen or weaken throughout the life of the Notes. Fluctuations in the credit spreads of the Reference Entities will affect the value of the Notes. This effect will diminish moving towards maturity. The Adjusted Calculation Amount will decrease by ca EUR and EUR for each Credit Event in the Reference Item 1-25 and respectively. Since the Fixed Rate is paid on the Adjusted Calculation Amount, the paid amount will decrease when the number of Credit Events increase. In a worst case scenario where all 75 Reference Entities experience a Credit Event during the first Interest Period, the Final Redemption Amount will be zero and the investor will lose all of the invested amount and not receive any Interest Amount. Details of the past performance of the entities comprising the Markit itraxx Europe Crossover 10

11 Series 23 Index, which determined the initial Reference Entities as mentioned in the Table hereto, can be found on the website address and more specifically under Products & Services and Indices. Information on the Index is available on Bloomberg information system (Bloomberg code: ITRX XOVER CDSI S23 5Y <Corp>). Specific information on an individual Reference Entity can be found on the official websites of such Reference Entity and in financial reports (if any) from credit rating agencies such as Fitch, Inc ( Standard & Poor s Financial Services LLC (a subsidiary of The McGraw-Hill Companies, Inc) ( or Moody s Investors Services ( published in relation to such Reference Entity. 6. Operational Information: ISIN Code: DK Common Code: New Global Note intended to be held in a manner which would allow Eurosystem eligibility: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): Delivery: Names and addresses of additional Paying Agent(s) (if any): No. Whilst the designation is specified as no at the date of this Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of Euroclear Bank S.A./N.V. or Clearstream Banking, société anonyme as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met VP, VP identification number: The Issuer shall be entitled to obtain certain information from the register maintained by the VP for the purpose of performing its obligations under the issue of VP Systems Notes Delivery against payment 7. Distribution (i) Name of Dealers: Danske Bank International SA, Luxembourg. (ii) Total commission and Up to 3 per cent. of the Aggregate Principal Amount 11

12 concession: For the subscription of the Notes, Danske Bank may charge the investors a commission of up to 2 % on the investment amount. (iii) TEFRA Rules: TEFRA D (iv) Non-exempt Offer where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus: Applicable (v) Non-exempt Offer Jurisdictions: Denmark and Luxembourg (vi) Offer Period: The period between 23 March 2015 and 27 March Terms and Conditions of the Offer: Offer Price: Conditions to which the offer is subject: Issue Price The Issuer reserves the right to cancel, in the sole and absolute discretion of the issuer, the Issue of the Notes if the Issuer receives subscriptions for Notes in an Aggregate Principal Amount of less than EUR 1,000,000 or if the issuer cannot obtain a Rate of Interest of at least 3.25% per annum. Further, the Issuer has the right to cancel the offer and the subsequent issue of the Notes before 30. March 2015 if in the sole and absolute discretion of the Issue, during the Offer Period, there is a domestic or international material change in interest levels and/or the volatility in the underlying credit spreads, an economic, financial, political or market related material change, which in the sole and absolute discretion of the Issuer makes the offering of Notes inexpedient. Description of the application process: During the Offer Period prospective investors may subscribe to the Notes during normal banking hours in Denmark and Luxembourg. Notes will be issued to the Investors as per the arrangements in place between the relevant Authorised Offeror and such Investor, including as to 12

13 application process and settlement arrangements. Details of the minimum and/or maximum amount of application: Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the method and time limits for paying up and delivering the Notes: The Notes may be subscribed in a minimum lot of one Note. There is no maximum amount of application. The Notes will be made available on a delivery versus payment basis. The Issuer expects that the Notes will be delivered to the investors respective book-entry securities account on or about the time of the Issue Date. Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Whether tranche(s) have been reserved for certain countries: Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: After the Offer Period the results of the offer will be specified in the applicable Final Terms that will be published on the homepage of Danske Bank International SA: danskebank.lu and Danske Bank A/S: danskebank.com on or about the Issue Date. Danske Bank A/S Holmens Kanal Copenhagen K Denmark and Danske Bank International S.A. 13, Rue Edward Steichen, L-2011 Luxembourg 13

14 SECTION A- SUMMARY Summaries are made up of disclosure requirements known as Elements. These Elements are numbered in Sections A E (A.1 E.7). This Summary contains all the Elements required to be included in a summary for the Notes and the Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in a summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable. Section A - Introduction and Warnings Element A.1 This summary should be read as an introduction to the Base Prospectus and the relevant Final Terms. Any decision to invest in any Notes should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the relevant Final Terms. Where a claim relating to information contained in the Base Prospectus and the relevant Final Terms is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the relevant Final Terms before the legal proceedings are initiated. No civil liability will attach to the Issuer in any such Member State solely on the basis of this summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus and the relevant Final Terms or, following the implementation of the relevant provisions of Directive 2010/73/EU in the relevant Member State, it does not provide, when read together with the other parts of the Base Prospectus and the relevant Final Terms, key information (as defined in Article 2.1(s) of the Prospectus Directive) in order to aid investors when considering whether to invest in the Notes. A.2 The Notes may be offered in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus (a Non-exempt Offer ). Consent: Subject to the conditions set out below, the Issuer consents to the use of this Base Prospectus in connection with a Non-exempt Offer of Notes by Danske Bank International SA (the Authorised Offeror ). Offer period: The Issuer s consent referred to above is given for Non-exempt Offers of Notes during the period from 23 March 2015 to (and including) 27 March 2015 (the Offer Period ). 14

15 Conditions to consent: The conditions to the Issuer s consent are that such consent (a) is only valid during the Offer Period; and (b) only extends to the use of this Base Prospectus to make Non-exempt Offers of the relevant Tranche of Notes in Denmark and Luxembourg. AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES IN A NON-EXEMPT OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH NOTES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE INVESTOR MUST LOOK TO THE AUTHORISED OFFEROR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION AND THE AUTHORISED OFFEROR WILL BE RESPONSIBLE FOR SUCH INFORMATION. Section B Issuer Element Title B.1 Legal and Commercial Name B.2 Domicile/ Legal Form/ Legislation/ Country of Incorporation Danske Bank A/S (the Issuer ). The Issuer was founded in Denmark and incorporated on 5 October The Issuer is a commercial bank with limited liability and carries on business under the Danish Financial Business Act. The Issuer is registered with the Danish Commerce and Companies Agency and the Danish corporate registration number is B.4b Known trends affecting the Issuer and the industries in which it operates - There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer s prospects for its current financial year. B.5 Description of the Group The Issuer is the parent company of the Danske Bank Group (the Group ). The Issuer is an international retail bank that operates in 15 countries with a focus on the Nordic region and with larger retail banking operations in Northern Ireland, Estonia, Latvia and Lithuania. B.9 Profit forecast or estimate B.10 Qualifications to audit report - No profit forecast or estimates have been made in this Base Prospectus. - No qualifications are contained in any audit report incorporated by reference in this Base Prospectus. 15

16 B.12 Selected historical key financial information (DKK millions) Twelve months ended 31 December 2014 Twelve months ended 31 December 2013 Income statement: Total income 43,866 39,740 Operating expenses 22,641 23,794 Goodwill impairment charges 9,099 - Loan impairment charges 2,788 4,111 Profit before tax, core 9,338 11,836 Profit before tax, non-core (1,503) (1,777) Profit before tax 7,835 10,059 Tax 3,989 2,944 Net profit for the year 3,846 7,115 Balance sheet: Loan and advances 1,563,729 1,536,773 Trading portfolio assets 742, ,722 Assets in non-core 32,329 41,837 Other assets 1,114, ,725 Total assets 3,453,015 3,227,057 Deposits 763, ,412 Bonds issued by Realkredit Danmark 655, ,196 Trading portfolio liabilities 550, ,183 Liabilities in non-core 4,950 17,476 Other liabilities 1,324,910 1,238,133 Total liabilities 3,299,895 3,081,400 Additional tier 1 etc 5,675 - Total equity 147, ,657 Statement of no material adverse change Description of significant changes to financial or trading position B.13 Recent events materially relevant to an evaluation of the There has been no material adverse change in the prospects of the Issuer since 31 December 2014, the last day of the financial period in respect of which the most recently audited financial statements of the Issuer have been prepared. There has been no significant change in the financial position of the Issuer or of the Issuer and its subsidiaries taken as a whole since 31 December 2014, the last day of the financial period in respect of which the most recent financial statements of the Issuer have been prepared. There are no recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer s solvency. 16

17 Issuer s solvency B.14 Dependence on other entities within the Group B.15 Principal activities B.16 Controlling shareholders See Element B.5. The Issuer is not dependent on any other entities within the Group. The Group is the leading financial service provider in Denmark and one of the largest in the Nordic region measured by total assets as at 31 December 2014 (Source: Finansrådet (Danish Bankers Association)). The Group offers its customers in Denmark and in its other markets a broad range of services that, depending on the market, include services in banking, mortgage finance, insurance, trading, leasing, real estate agency and investment management. The Group has a leading market position in Denmark and is one of the larger banks in Northern Ireland and Finland. The Group also has significant operations in its other main markets of Sweden, Norway, and the Baltics. The Issuer is not aware of any shareholder or group of connected shareholders who directly or indirectly control the Issuer. B.17 (Applicable for Annexes V and XIII) Credit ratings assigned to the Issuer As at the date of this Base Prospectus, as supplemented, the Issuer has been rated by the following rating agencies: Moody s Investors Service Ltd. ( Moody s ), Standard & Poor s Credit Market Services Europe Limited ( S&P ) and Fitch Ratings Ltd ( Fitch ). The Issuer ratings are as follows: Moody s S&P Fitch senior unsubordinated long-term debt/long-term Issuer default rating senior unsubordinated short-term debt/short-term Issuer default rating A3 A A P-2 A-1 F1 Each of Moody s, S&P and Fitch is established in the European Union (the EU ) and is registered under Regulation (EC) No. 1060/2009 (as amended). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. No ratings have been or are expected to be assigned to the Notes at the request of or with the co-operation of the Issuer in the rating process. 17

18 Section C Notes Element Title C.1 Description of Notes/ISIN The Notes are Credit-Linked Notes. The Series number is DBOS 065. The Tranche number is 1. The International Securities Identification Number (ISIN) is DK The Common Code is The VP identification number is The calculation amount ( CA ) is EUR 1,000. C.2 Currency The Notes are denominated in EUR and the specified currency for payments in respect of the Notes is EUR. C.5 Restrictions on the free transferability of the Notes Transfers of Notes may be effected only through the book entry system and register maintained by the VP Securities. The Notes will be freely transferable, subject to the offering and selling restrictions of the United States, the European Economic Area, the United Kingdom, Denmark, Finland, Norway and Sweden and the laws of any jurisdiction in which the Notes are offered or sold. C.8 Rights attached to the Notes, including ranking and limitations on those rights The Notes have terms and conditions relating to, among other matters: Ranking The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and will rank pari passu without any preference among themselves and at least pari passu with all other unsubordinated and unsecured obligations (including liabilities in respect of deposits) of the Issuer, present and future (save for certain mandatory exceptions provided by law). Taxation The Issuer shall not be liable for or otherwise obliged to pay any taxes which may arise in respect of the Notes and all payments made by the Issuer shall be made subject to any such taxes. Negative pledge and cross default 18

19 The terms of the Notes will not have the benefit of a negative pledge or a cross-default. Events of default The terms of the Notes will contain, amongst others, the following events of default: (i) default in payment of any principal or interest due in respect of the Notes, continuing for a period of 5 days after the date on which notice has been given to the Issuer; (ii) default in the performance or observance of any other obligation of the Issuer under the Notes and such default remains unremedied for 30 days after notice requiring remedy has been given to the Issuer; (iii) a legal process is levied or enforced or sued out upon or against any part of the assets of the Issuer which is material in its effect upon the operation of the Issuer and is not discharged or stayed within 60 days of having been so levied, enforced or sued out, (iv) events relating to the bankruptcy of the Issuer; and (v) the Danish Financial Supervisory Authority files a petition for the suspension of payments of the Issuer. Meetings The terms of the Notes will contain provisions for calling meetings of holders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority. Governing Law English law, except that the registration of the Notes in the VP Securities Services shall be governed by Danish law. C.11 Admission to trading Application will be made to the the NASDAQ OMX Copenhagen A/S for the Notes to be admitted to trading the NASDAQ OMX Copenhagen A/S. C.15 Description of how the value of the investment is affected by the value of the underlying instrument(s) The Notes are fixed rate Notes. The Notes are also Credit-Linked Notes. Following the occurrence of a Credit Event in respect of the Reference Entity, (being, a bankruptcy, a failure to pay or a restructuring in respect of the Reference Entity). Interest in respect of the Notes will cease to accrue from the interest period date falling prior to the credit event observation date following the credit event determination date or, if none, no interest will be paid and the Notes will be redeemed by payment of the Credit Event Redemption Amount (determined as specified in C.18 below). 19

20 C.17 Settlement procedure derivative securities of See also Element C.18 below. The Notes are cash settled Notes. C.18 Return on derivative securities The interest amounts (if any) and the redemption amount due at maturity are determined as follows: The Notes bear interest in respect of each interest period falling during the period from (and including) the Issue date to (but excluding) 20 June 2020 at the fixed rate of [INDICATIVELY 3.70%] (to be confirmed by the Issuer no later than on the Issue Date, not lower than 3.25 %) per cent per annum. Early redemption See Taxation and Events of Default in Element C.8 above and Disrupted Days, Market Disruption Events and Adjustments below for information on early redemption in relation to the Notes. In addition, if the Issuer determines that performance of its obligations under the Notes or that any arrangements made to hedge its obligations under the Notes has or will become illegal in whole or in part as a result of compliance with any applicable present or future law (an illegality ), the Issuer may redeem the Notes early and, if and to the extent permitted by applicable law, will pay an amount equal to the early redemption amount in respect of each calculation amount. In the circumstances specified above, the early redemption amount payable on any such early redemption of the Notes will be an amount determined by the Calculation Agent which represents the fair market value of each calculation amount of the Notes (which amount shall include amounts in respect of interest) on a day selected by the Issuer (in the case of an early redemption following an illegality, ignoring the relevant illegality), but adjusted (except in the case of an early redemption following an event of default) to account for losses, expenses and costs to the Issuer and/or its affiliates of unwinding any hedging and funding arrangements in respect of the Notes, provided that, for the purposes of determining the fair market value of each calculation amount of the Notes following an event of default, no account shall be taken of the financial condition of the Issuer which shall be presumed to be able to perform fully its obligations in respect of the Notes. 20

21 Redemption at maturity Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their Final Redemption Amount on the Maturity Date. The maturity date is 15 July Subject as provided below under Redemption following the occurrence of a Credit Event, the Final Redemption Amount is par. Redemption following the occurrence of a Credit Event Notwithstanding the above provisions, if a credit event determination date has occurred in respect of any specified reference entity the Issuer will redeem the Notes, each Note being redeemed at the Credit Event Redemption Amount on the Credit Event Redemption Date. Credit Event Redemption Date means the later of (a) the day falling three Business Days following the date as of which a credit event determination date has occurred or is determined not to have occurred in respect of each reference entity which is relevant for the determination of the Credit Event Redemption amount and (b) the Maturity Date, subject to adjustment. Credit Event Redemption Amount means: the Final Redemption Amount determined by the Calculation Agent as specified above except that references to CA in the definition of Relevant Principal Amount shall instead be references to the Credit Event Redemption Amount determined as an amount calculated by the Calculation Agent equal to each Note s pro rata share of Where: RENA is the Reference Entity Notional Amount, with RENA u,i being the Reference Entity Notional Amount in respect of any Reference Entity i for which a credit event determination date has not occurred and being deemed to be zero for all other Reference Entities and RENA A,i is the Reference Entity Notional Amount in respect of any Reference Entity i for which a credit event determination date has occurred and being deemed to be zero for all other Reference Entities; FP is 0 %, with FP A,i being such value in respect of the Reference Entity for which a credit event determination date has occurred; 21

22 UC is an amount determined by the Calculation Agent equal to the aggregate sum of (without duplication) all costs (including loss of funding), fees, charges, expenses, tax and duties incurred by the Issuer and/or any of its Affiliates in connection with the redemption or credit settlement of the Notes and the related termination, settlement or reestablishment of any hedging arrangements; and n is the number of Reference Entities. C.20 Underlying The Reference Entity are The Credit Event Redemption Amount shall not be less than zero. Reference Entity Reference Entity Notional Amount Reference Obligation Set/Zero Recovery Price Abengoa SA EUR 13,34 Standard Reference Obligation 0 % Alcatel-Lucent EUR 13,34 Standard Reference Obligation 0 % Altice Finco SA EUR 13,34 Standard Reference Obligation 0 % ArcelorMittal EUR 13,34 Standard Reference Obligation 0 % Ardagh Packaging Finance PLC EUR 13,34 Standard Reference Obligation 0 % Astaldi SpA EUR 13,34 Standard Reference Obligation 0 % Beni Stabili SpA SIIQ EUR 13,34 Standard Reference Obligation 0 % Boparan Finance PLC EUR 13,34 Standard Reference Obligation 0 % British Airways PLC EUR 13,34 Standard Reference Obligation 0 % Cable & Wireless Ltd EUR 13,34 Standard Reference Obligation 0 % Care UK Health & Social Care PLC EUR 13,34 Standard Reference Obligation 0 % Cerved Group SpA EUR 13,34 Standard Reference Obligation 0 % Clariant EUR 13,34 Standard Reference Obligation 0 % CNH Industrial NV EUR 13,34 Standard Reference Obligation 0 % ConvaTec Healthcare E SA EUR 13,34 Standard Reference Obligation 0 % Dry Mix Solutions Investissements SAS EUR 13,34 Standard Reference Obligation 0 % EDP - Energias de Portugal SA EUR 13,34 Standard Reference Obligation 0 % Eileme 2 AB EUR 13,34 Standard Reference Obligation 0 % Fiat Chrysler Automobiles N.V. EUR 13,34 Standard Reference Obligation 0 % Financiere Quick SAS EUR 13,34 Standard Reference Obligation 0 % Finmeccanica SpA EUR 13,34 Standard Reference Obligation 0 % Galapagos Holding SA EUR 13,34 Standard Reference Obligation 0 % Galp Energia SGPS SA EUR 13,34 Standard Reference Obligation 0 % Grupo Isolux Corsan Finance BV EUR 13,34 Standard Reference Obligation 0 % Hellenic Telecommunications EUR 13,34 Standard Reference Obligation 0 % Organization SA Hema Bondco I BV EUR 13,33 Standard Reference Obligation 0 % HOCHTIEF AG EUR 13,33 Standard Reference Obligation 0 % INEOS Group Holdings SA EUR 13,33 Standard Reference Obligation 0 % Jaguar Land Rover Automotive PLC EUR 13,33 Standard Reference Obligation 0 % Ladbrokes PLC EUR 13,33 Standard Reference Obligation 0 % Lock Lower Holding AS EUR 13,33 Standard Reference Obligation 0 % Louis Dreyfus Commodities BV EUR 13,33 Standard Reference Obligation 0 % Loxam SAS EUR 13,33 Standard Reference Obligation 0 % Lufthansa EUR 13,33 Standard Reference Obligation 0 % Matalan Finance PLC EUR 13,33 Standard Reference Obligation 0 % Melia Hotels International SA EUR 13,33 Standard Reference Obligation 0 % Metsa Board OYJ EUR 13,33 Standard Reference Obligation 0 % Monitchem HoldCo 3 SA EUR 13,33 Standard Reference Obligation 0 % New Look Bondco I Plc EUR 13,33 Standard Reference Obligation 0 % Nokia OYJ EUR 13,33 Standard Reference Obligation 0 % Norske Skogindustrier ASA EUR 13,33 Standard Reference Obligation 0 % Novafives SAS EUR 13,33 Standard Reference Obligation 0 % Numericable-SFR SAS EUR 13,33 Standard Reference Obligation 0 % NXP BV / NXP Funding LLC EUR 13,33 Standard Reference Obligation 0 % Peugeot SA EUR 13,33 Standard Reference Obligation 0 % 22

23 Play Finance 1 SA EUR 13,33 Standard Reference Obligation 0 % Portugal Telecom International Finance EUR 13,33 Standard Reference Obligation 0 % BV Premier Foods Finance PLC EUR 13,33 Standard Reference Obligation 0 % R&R Ice Cream PLC EUR 13,33 Standard Reference Obligation 0 % Rallye SA EUR 13,33 Standard Reference Obligation 0 % Rexel SA EUR 13,33 Standard Reference Obligation 0 % Sainsbury EUR 13,33 Standard Reference Obligation 0 % Schaeffler Finance BV EUR 13,33 Standard Reference Obligation 0 % Selecta Group BV EUR 13,33 Standard Reference Obligation 0 % Smurfit Kappa Acquisitions EUR 13,33 Standard Reference Obligation 0 % Stena AB EUR 13,33 Standard Reference Obligation 0 % Stonegate Pub Co Financing PLC EUR 13,33 Standard Reference Obligation 0 % Stora Enso OYJ EUR 13,33 Standard Reference Obligation 0 % Iceland Bondco PLC EUR 13,33 Standard Reference Obligation 0 % Sunrise Communications Holdings SA EUR 13,33 Standard Reference Obligation 0 % Techem GmbH EUR 13,33 Standard Reference Obligation 0 % Telecom Italia SpA EUR 13,33 Standard Reference Obligation 0 % Tesco EUR 13,33 Standard Reference Obligation 0 % ThyssenKrupp AG EUR 13,33 Standard Reference Obligation 0 % Trionista Holdco GmbH EUR 13,33 Standard Reference Obligation 0 % TUI AG EUR 13,33 Standard Reference Obligation 0 % TVN Finance Corp III AB EUR 13,33 Standard Reference Obligation 0 % Pizzaexpress Financing 1 PLC EUR 13,33 Standard Reference Obligation 0 % Unilabs Subholding AB EUR 13,33 Standard Reference Obligation 0 % Unitymedia KabelBW GmbH EUR 13,33 Standard Reference Obligation 0 % UPC Holding BV EUR 13,33 Standard Reference Obligation 0 % Virgin Media Finance PLC EUR 13,33 Standard Reference Obligation 0 % Vougeot Bidco PLC EUR 13,33 Standard Reference Obligation 0 % Wind Acquisition Finance SA EUR 13,33 Standard Reference Obligation 0 % Ziggo Bond Finance EUR 13,33 Standard Reference Obligation 0 % Information relating to the Reference Entity is available from internationally recognised published or electronically displayed sources such as Bloomberg and any web-site of the Reference Entity and from other internationally recognised published or electronically displayed sources. Section D Risks Element Title D.2 Key risks specific to the Issuer In purchasing Notes, investors assume the risk that the Issuer may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which individually or together could result in the Issuer becoming unable to make all payments due in respect of the Notes. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which it currently deems not to be material may become material as a result of the occurrence of events outside the Issuer s control. The Issuer has identified in the Base Prospectus a number of factors which could materially adversely affect its business and ability to make payments due under the Notes. These factors include: the Group is exposed to a number of risks, the categories of which are credit risk, market risk, liquidity risk, operational risk, insurance 23

24 risk and pension risk; regulatory changes could materially affect the Issuer s business; the Issuer will face increased capital and liquidity requirements as a result of the new framework implementing, among other things, the Basel Committee on Banking Supervision s proposals imposing stricter capital and liquidity requirements upon banks in the EU; the implementation of a bank recovery and resolution directive or the taking any action under it could materially affect the value of any Notes; the Group may have to pay additional amounts under deposit guarantee schemes or resolution funds; and the Group may be affected by general economic and geopolitical conditions. D. 6 Key information on key risks specific to the Notes The Issuer believes that the factors summarised below represent the principal risks inherent in investing in the Notes, but the Issuer may be unable to pay amounts on or in connection with any Notes for other reasons which may not be considered significant risks by the Issuer based on information currently available to it and which it may not currently be able to anticipate. Notes may involve a high degree of risk. There are certain factors which are material for the purpose of assessing the market risks associated with investing in the Notes, which include, without limitation, the following: an active secondary market in respect of the Notes may never be established or may illiquid and this would adversely affect the value at which an investor could sell its Notes, if an investor holds Notes which are not denominated in the investor s home currency, it will be exposed to movements in exchange rates adversely affecting the value of its holding and the imposition of exchange controls could result in an investor not receiving payment on those Notes, the market value of the Notes will be affected by a number of factors independent of the creditworthiness of the Issuer, credit ratings assigned to the Issuer may not reflect all the risks associated with an investment in the Notes, the Notes may not be a suitable investment for all investors, because the VP Systems Notes are dematerialised securities, investors will have to rely on the clearing system procedures for transfer, payment and communication with the Issuer, the recognition as eligible collateral for the Eurosystem and intra-day credit operations by the Eurosystem of New Global Notes is dependent upon satisfaction of the Eurosystem eligibility criteria at the relevant time, there may be withholding under the EU Savings Directive, U.S. Foreign Account Tax Compliance Act withholding may affect payments 24

25 on the Notes, the Hiring Incentives to Restore Employment Act withholding may affect payments on the Notes, the proposed financial transactions tax may apply in respect of certain dealings in Notes, the Terms and Conditions of the Notes contain provisions which may permit their modification without the consent of all investors, the value of the Notes could be adversely affected by a change in applicable laws or administrative practice, the Issuer has issued covered bonds and if any relevant claims in respect of these covered bonds are not met out of the pool of assets or the proceeds arising from it, any remaining claims will subsequently rank pari passu with the Issuer s obligations under the Notes. In addition, there are certain factors which are material for the purpose of assessing the risks relating to the structure of the Notes, which include, without limitation, the following: if the Issuer s obligations under the Notes become illegal, the Issuer may redeem the Notes, the value of Fixed Rate Notes may be affected by movements in market interest rates. There are certain additional risks associated with Credit-Linked Notes: prospective investors in the Notes should understand the risks of transactions involving the Notes and should reach an investment decision only after careful consideration, with their advisers, of the suitability of the Notes in light of their particular financial circumstances, the information set forth in the Base Prospectus and the information regarding the Notes and the Reference Entity to which the value of and payments in respect of the Notes relate. Fluctuations in the value and/or volatility of obligations issued or guaranteed by a Reference Entity may affect the value of the Notes and the occurrence of a Credit Event in respect of a Reference Entity will reduce the amount of interest and principal payable and may alter the timing of redemption. Investors may risk losing their entire investment. Investors will have no claim against any Reference Entity. Hedging arrangements of the Issuer may affect the value of the Notes and there may be conflicts of interest in respect of the Notes. The terms of the Notes may change by reference to market convention and as a result of determinations made by a relevant Credit Derivatives Determination Committee. A Reference Entity may be replaced due to events beyond the control of the Issuer. The risk associated with the Notes may increase as a result of changes to the Notes after the issue date. D.6 Risk Warning THE AMOUNT PAID ON REDEMPTION OF THE NOTES MAY BE LESS THAN THE PRINCIPAL AMOUNT OF THE NOTES, TOGETHER WITH ANY ACCRUED INTEREST, AND MAY IN CERTAIN CIRCUMSTANCES BE ZERO. INVESTORS MAY LOSE THE VALUE OF THEIR ENTIRE INVESTMENT, OR PART OF IT, AS THE CASE MAY BE. Section E Offer 25